0000315066-16-004784.txt : 20160212
0000315066-16-004784.hdr.sgml : 20160212
20160212084151
ACCESSION NUMBER: 0000315066-16-004784
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20160212
DATE AS OF CHANGE: 20160212
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: CASTLIGHT HEALTH, INC.
CENTRAL INDEX KEY: 0001433714
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 261989091
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88076
FILM NUMBER: 161414389
BUSINESS ADDRESS:
STREET 1: 121 SPEAR STREET
STREET 2: SUITE 300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
BUSINESS PHONE: 415-671-4683
MAIL ADDRESS:
STREET 1: 121 SPEAR STREET
STREET 2: SUITE 300
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94105
FORMER COMPANY:
FORMER CONFORMED NAME: VENTANA HEALTH SERVICES, INC.
DATE OF NAME CHANGE: 20090831
FORMER COMPANY:
FORMER CONFORMED NAME: MARIA HEALTH INC
DATE OF NAME CHANGE: 20080429
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FMR LLC
CENTRAL INDEX KEY: 0000315066
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 043532603
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 245 SUMMER STREET
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 6175706339
MAIL ADDRESS:
STREET 1: 245 SUMMER STREET
CITY: BOSTON
STATE: MA
ZIP: 02210
FORMER COMPANY:
FORMER CONFORMED NAME: FMR CORP
DATE OF NAME CHANGE: 19920717
SC 13G/A
1
filing.txt
SCHEDULE 13G
Amendment No. 3
CASTLIGHT HEALTH INC
CLASS B COMMON STOCK
Cusip #14862Q100
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
Cusip #14862Q100
Item 1: Reporting Person - FMR LLC
Item 2: (a) [ ]
(b) [ ]
Item 4: Delaware
Item 5: 867,590
Item 6: 0
Item 7: 11,344,914
Item 8: 0
Item 9: 11,344,914
Item 11: 25.010%
Item 12: HC
Cusip #14862Q100
Item 1: Reporting Person - Abigail P. Johnson
Item 2: (a) [ ]
(b) [ ]
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 11,344,914
Item 8: 0
Item 9: 11,344,914
Item 11: 25.010%
Item 12: IN
Cusip #14862Q100
Item 1: Reporting Person - Fidelity Growth Company Fund
Item 2: (a) [ ]
(b) [ ]
Item 4: Massachusetts
Item 5: 2,600,394
Item 6: 0
Item 7: 0
Item 8: 0
Item 9: 2,600,394
Item 11: 5.732%
Item 12: IV
Item 1(a). Name of Issuer:
CASTLIGHT HEALTH INC
Item 1(b). Address of Issuer's Principal Executive Offices:
121 Spear Street
SUITE 300
San Francisco, CA 94105
USA
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
245 Summer Street, Boston, Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
CLASS B COMMON STOCK
Item 2(e). CUSIP Number:
14862Q100
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c) and the
person filing, FMR LLC, is a parent holding company in accordance with
Section 240.13d-1(b)(1)(ii)(G). (Note: See Exhibit A).
Item 4. Ownership
(a) Amount Beneficially Owned: 11,344,914
(b) Percent of Class: 25.010%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
867,590
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 11,344,914
(iv) shared power to dispose or to direct the
disposition of: 0
5,342,250 of the shares of Class B Common Stock of Castlight Health, Inc.
reported as being beneficially owned by the reporting persons at
December 31, 2015, are included in this Schedule 13G because the reporting
persons are deemed to beneficially own such shares as a result of the direct
ownership of 5,342,250 shares of Class A Common Stock of Castlight Health, Inc.
by investment companies advised by Fidelity Management & Research Company,
which is a direct wholly-owned subsidiary of FMR LLC, which shares of Class A
Common Stock are convertible into shares of Class B Common Stock at the
election of the holder at an exchange rate of 1:1. Assuming the conversion of
all outstanding shares of Class A Common Stock into Class B Common Stock, the
11,344,914 shares of Class B Common Stock reported as being beneficially owned
by the reporting persons in this Schedule 13G would represent 11.99% of the
outstanding Class B Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the CLASS B
COMMON STOCK of CASTLIGHT HEALTH INC. No one other person's interest in the
CLASS B COMMON STOCK of CASTLIGHT HEALTH INC is more than five percent of
the total outstanding CLASS B COMMON STOCK.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
February 12, 2016
Date
/s/ Marc R. Bryant
Signature
Marc R. Bryant
Duly authorized under Power of Attorney effective as of September 23,
2015, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
* This power of attorney is incorporated herein by reference to Exhibit 24
to the Form 4 filed by FMR LLC on November 25, 2015, accession number:
0000315066-15-003312
Exhibit A
5,342,250 of the shares of Class B Common Stock of
Castlight Health, Inc. reported as being beneficially owned by the reporting
persons at December 31, 2015, are included in this Schedule 13G because the
reporting persons are deemed to beneficially own such shares as a result of the
direct ownership of 5,342,250 shares of Class A Common Stock of Castlight
Health, Inc. by investment companies advised by Fidelity Management & Research
Company, which is a direct wholly-owned subsidiary of FMR LLC, which shares
of Class A Common Stock are convertible into shares of Class B Common Stock at
the election of the holder at an exchange rate of 1:1. Assuming the conversion
of all outstanding shares of Class A Common Stock into Class B Common Stock,
the 11,344,914 shares of Class B Common Stock reported as being beneficially
owned by the reporting persons in this Schedule 13G would represent 11.99% of
the outstanding Class B Common Stock.
Pursuant to the instructions in Item 7 of Schedule 13G,
the following table lists the identity and Item 3 classification, if
applicable, of each relevant entity that beneficially owns shares of the
security class being reported on this Schedule 13G.
Entity ITEM 3 Classification
FIDELITY INSTITUTIONAL ASSET MANAGEMENT TRUST COMPANY (formerly known as
PYRAMIS GLOBAL ADVISORS TRUST COMPANY) BK
FMR CO., INC * IA
* Entity beneficially owns 5% or greater of the outstanding shares of the
security class being reported on this Schedule 13G.
Abigail P. Johnson is a Director, the Vice Chairman, the
Chief Executive Officer and the President of FMR LLC.
Members of the Johnson family, including Abigail P.
Johnson, are the predominant owners, directly or through trusts, of Series
B voting common shares of FMR LLC, representing 49% of the voting power of
FMR LLC. The Johnson family group and all other Series B shareholders have
entered into a shareholders' voting agreement under which all Series B
voting common shares will be voted in accordance with the majority vote of
Series B voting common shares. Accordingly, through their ownership of
voting common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with respect to
FMR LLC.
Neither FMR LLC nor Abigail P. Johnson has the sole power
to vote or direct the voting of the shares owned directly by the various
investment companies registered under the Investment Company Act ("Fidelity
Funds") advised by Fidelity Management & Research Company ("FMR Co"), a
wholly owned subsidiary of FMR LLC, which power resides with the Fidelity
Funds' Boards of Trustees. Fidelity Management & Research Company carries
out the voting of the shares under written guidelines established by the
Fidelity Funds' Boards of Trustees.
This filing reflects the securities beneficially owned, or
that may be deemed to be beneficially owned, by FMR LLC, certain of its
subsidiaries and affiliates, and other companies (collectively, the "FMR
Reporters"). This filing does not reflect securities, if any, beneficially
owned by certain other companies whose beneficial ownership of securities
is disaggregated from that of the FMR Reporters in accordance with
Securities and Exchange Commission Release No. 34-39538 (January 12, 1998).
RULE 13d-1(k)(1) AGREEMENT
The undersigned persons, on February 12, 2016, agree and
consent to the joint filing on their behalf of this Schedule 13G in
connection with their beneficial ownership of the CLASS B COMMON STOCK of
CASTLIGHT HEALTH INC at December 31, 2015.
FMR LLC
By /s/ Marc R. Bryant
Marc R. Bryant
Duly authorized under Power of Attorney effective as of September 23,
2015, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Abigail P. Johnson
By /s/ Marc R. Bryant
Marc R. Bryant
Duly authorized under Power of Attorney effective as of October 12,
2015, by and on behalf of Abigail P. Johnson*
Fidelity Growth Company Fund
By /s/ Marc R. Bryant
Marc R. Bryant
Secretary
* This power of attorney is incorporated herein by reference to Exhibit 24
to the Form 4 filed by FMR LLC on November 25, 2015, accession number:
0000315066-15-003312